1. Includes shares acquired pursuant to the Astoria Financial Corporation Automatic Dividend Reinvestment Stock Purchase Plan which are exempt from the operation of Section 16 of the Securities Exchange Act of 1934 and are beneficially owned directly by Mr. Greenberg.

2. Includes shares acquired pursuant to the Astoria Financial Corporation Automatic Dividend Reinvestment Stock Purchase Plan which are exempt from the operation of Section 16 of the Securities Exchange Act of 1934 and are held in the Individual Retirement Account of Mr. Greenberg's spouse.

3. Shares are held by Mr. Greenberg's spouse.

4. Represents shares allocated to Mr. Greenberg's account under the Astoria Federal Savings and Loan Association Employee Stock Ownership Plan ("ESOP") as of December 31, 2010 and held in the ESOP Trust.

5. Represents shares held in the Employer Stock Fund of the Astoria Incentive Savings Plan ("401(k) Plan") for the account of Mr. Greenberg as of December 31, 2010. Shares are held in the 401(k) Plan Trust.

6. Represents award of restricted stock dated December 20, 2006 pursuant to the 2005 Stock Incentive Plan for Officers and Employees of Astoria Financial Corporation (the 2005 Plan). The restricted stock will vest on January 9, 2012 or, if earlier, upon the death, Disability or retirement at normal retirement age, or Change of Control (as such terms are defined in the 2005 Plan) or, pursuant to the terms of his employment agreements with the Company and Astoria Federal Savings and Loan Association (the Association), upon his termination of the employment by the Company or the Association prior to the end of the term of such employment agreements without Cause, as defined therein.

7. Represents award of restricted stock dated February 2, 2009 pursuant to the 2005 Stock Incentive Plan for Officers and Employees of Astoria Financial Corporation (the 2005 Plan). The shares of restricted stock will vest as follows: 16,290 shares on December 15, 2011 or, if earlier, upon the death, Disability or Change in Control (as such terms are defined in the 2005 Plan) or, pursuant to the terms of his employment agreements with the Company and Astoria Federal Savings and Loan Association (the Association), upon his termination of employment by the Company or the Association prior to the end of the term of such employment agreements without Cause, as defined therein.

8. Represents award of restricted stock dated February 1, 2010 pursuant to the 2005 Stock Incentive Plan for Officers and Employees of Astoria Financial Corporation (the 2005 Plan). The shares of restricted stock will vest as follows: 8,950 shares on December 14, 2011 and 8,950 shares on December 14, 2012 or, if earlier, upon the death, Disability or Change in Control (as such terms are defined in the 2005 Plan) or, pursuant to the terms of his employment agreements with the Company and Astoria Federal Savings and Loan Association (the Association), upon his termination of employment by the Company or the Association prior to the end of the term of such employment agreements without Cause, as defined therein.

9. Represents award of restricted stock dated January 31, 2011 pursuant to the 2005 Stock Incentive Plan for Officers and Employees of Astoria Financial Corporation (the 2005 Plan). The shares of restricted stock will vest as follows: 5,450 shares on December 14, 2011, 5,450 shares on December 14, 2012, and 5,450 shares on December 16, 2013 or, if earlier, upon the death, Disability or Change in Control (as such terms are defined in the 2005 Plan) or, pursuant to the terms of his employment agreements with the Company and Astoria Federal Savings and Loan Association (the Association), upon his termination of employment by the Company or the Association prior to the end of the term of such employment agreements without Cause, as defined therein.

10. Options were granted pursuant to the 1999 Stock Option Plan for Officers and Employees of Astoria Financial Corporation, or the 1999 Plan.

11. Options were granted pursuant to the 2003 Stock Option Plan for Officers and Employees of Astoria Financial Corporation, or the 2003 Plan.

12. Options were granted pursuant to the 2005 Stock Incentive Plan for Officers and Employees of Astoria Financial Corporation, or the 2005 Plan.

13. This transaction was executed in multiple trades at prices ranging from $14.80 to $14.952. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

Arnold K. Greenberg

02/09/2011

** Signature of Reporting Person

Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person,
see
Instruction
4
(b)(v).